UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
June 10, 2015

 
Live Nation Entertainment, Inc.
(Exact name of registrant as specified in its charter)
 

 
 
 
 
 
Delaware
 
001-32601
 
20-3247759
(State or other jurisdiction
of incorporation)
 
(Commission File No.)
 
(I.R.S. Employer
Identification No.)
 
 
 
 
9348 Civic Center Drive
Beverly Hills, California
 
90210
(Address of principal executive offices)
 
(Zip Code)

(310) 867-7000
Registrant’s telephone number, including area code:
Not Applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


    

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On June 10, 2015, the stockholders of Live Nation Entertainment, Inc. (the "Company") approved the Live Nation Entertainment, Inc. 2006 Annual Incentive Plan, as amended and restated as of March 19, 2015 (the “2006 Plan”) at the Company’s annual meeting of stockholders (the “Annual Meeting”). The Company’s board of directors adopted the 2006 Plan on March 19, 2015, subject to stockholder approval at the Annual Meeting.
A description of the material terms of the 2006 Plan was set forth under the heading “Proposal No. 2 — Approval of the Live Nation Entertainment, Inc. 2006 Annual Incentive Plan, as Amended and Restated as of March 19, 2015” in the Company’s Definitive Proxy Statement for the Annual Meeting, dated April 27, 2015 (the “Proxy Statement”), and is incorporated herein by reference. The description of the 2006 Plan is qualified in its entirety by reference to the 2006 Plan, a copy of which is attached hereto as Exhibit 10.1 and which is incorporated herein by reference.
Also on June 10, 2015, the stockholders of the Company approved the Live Nation Entertainment, Inc. 2005 Stock Incentive Plan, as amended and restated as of March 19, 2015 (the “2005 Plan”) at the Annual Meeting. The Company’s board of directors adopted the 2005 Plan on March 19, 2015, subject to stockholder approval at the Annual Meeting.
A description of the material terms of the 2005 Plan was set forth under the heading “Proposal No. 3 — Approval of the Live Nation Entertainment, Inc. 2005 Stock Incentive Plan, as Amended and Restated as of March 19, 2015” in the Proxy Statement, and is incorporated herein by reference. The description of the 2005 Plan is qualified in its entirety by reference to the 2005 Plan, a copy of which is attached hereto as Exhibit 10.2 and which is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(b) At the Annual Meeting:
1. Mark Carleton, Jonathan Dolgen, Ari Emanuel, Ted Enloe, Jeff Hinson, Jimmy Iovine, Peggy Johnson, Jim Kahan, Greg Maffei, Randall Mays, Michael Rapino and Mark Shapiro were elected as directors to serve for a term of one year expiring at the annual meeting of stockholders held in 2016 or until their successors are elected and qualified;
2. the adoption of the 2006 Plan was approved;
3. the adoption of the 2005 Plan was approved;
4. an advisory resolution was passed in favor of the Company’s executive compensation; and
5. Ernst & Young LLP was ratified as the Company’s independent registered public accounting firm for the 2015 fiscal year.


    

The final results of the voting at the Annual Meeting were as follows:
Proposal No. 1 – Election of Directors
Nominees
 
For
 
Against
 
Abstained
 
Pass Rate
 
Broker Non-Votes
Mark Carleton
 
129,462,026

 
42,409,468

 
1,434,426

 
75
%
 
7,667,904

Jonathan Dolgen
 
171,733,831

 
125,193

 
1,446,896

 
99
%
 
7,667,904

Ari Emanuel
 
172,305,929

 
129,616

 
870,375

 
99
%
 
7,667,904

Ted Enloe
 
143,928,393

 
27,942,341

 
1,435,186

 
83
%
 
7,667,904

Jeff Hinson
 
171,432,459

 
426,994

 
1,446,467

 
99
%
 
7,667,904

Jimmy Iovine
 
172,250,858

 
185,552

 
869,510

 
99
%
 
7,667,904

Peggy Johnson
 
171,484,359

 
375,544

 
1,446,017

 
99
%
 
7,667,904

Jim Kahan
 
171,732,462

 
127,573

 
1,445,885

 
99
%
 
7,667,904

Greg Maffei
 
133,823,712

 
38,622,845

 
859,363

 
77
%
 
7,667,904

Randall Mays
 
167,832,231

 
4,605,701

 
867,988

 
97
%
 
7,667,904

Michael Rapino
 
172,301,035

 
158,453

 
846,432

 
99
%
 
7,667,904

Mark Shapiro
 
144,677,668

 
27,770,241

 
858,011

 
83
%
 
7,667,904


Proposal No. 2 – Adoption of the Live Nation Entertainment, Inc. 2006 Annual Incentive Plan, as amended and restated as of March 19, 2015
For
 
Against
 
Abstained
 
Pass Rate
 
Broker Non-Votes
171,197,150

 
1,258,735

 
850,035

 
99
%
 
7,667,904


Proposal No. 3 – Adoption of the Live Nation Entertainment, Inc. 2005 Stock Incentive Plan, as amended and restated as of March 19, 2015
For
 
Against
 
Abstained
 
Pass Rate
 
Broker Non-Votes
133,611,091

 
38,850,276

 
844,553

 
77
%
 
7,667,904


Proposal No. 4 – Advisory Vote on the Company’s Executive Compensation
For
 
Against
 
Abstained
 
Pass Rate
 
Broker Non-Votes
151,673,643

 
20,522,818

 
1,109,459

 
88
%
 
7,667,904


Proposal No. 5 – Ratification of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for 2015
For
 
Against
 
Abstained
 
Pass Rate
179,620,174

 
319,829

 
1,033,782

 
99
%

 
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The information in the Exhibit Index of this Current Report on Form 8-K is incorporated into this Item 9.01(d) by reference.


    

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
Live Nation Entertainment, Inc.
 
 
By:
 
/s/ Brian Capo
 
 
Brian Capo
 
 
Senior Vice President and Chief Accounting Officer
June 11, 2015



 


    

EXHIBIT INDEX

Exhibit Number
 
Exhibit Description
10.1
 
Live Nation Entertainment, Inc. 2006 Annual Incentive Plan, as amended and restated as of March 19, 2015
10.2
 
Live Nation Entertainment, Inc. 2005 Stock Incentive Plan, as amended and restated as of March 19, 2015